Re:Loneliness Never Fades Away
by Echo the Ethereal Swordmaster
Summary: Rewritten version of Loneliness Never Fades Away. Based on xxxHolic chapter 65 to 71. Axel comforts the lonely mother who lost her only son. Little did he know that she's not human, and that he will put his own life and existence at risk. Read and review.


Hi everybody! It's me Echo the Ethereal Swordmaster.

I know that I update this one-shot fanfic Loneliness Never Fades Away. But then I decided to do a **remade version** of this. This time, there are some scenes changes, adding new parts, replacement, Saix has a big role here than Zexion, and also Xion made her appearance here.

Like I said before, this fanfic is based on the xxxHolic episode 22 and 23 and/or xxxHolic chapter 65 to 71 (go to onemanga website and I recomend you to read it.). But instead of Watanuki, it's Axel that met the lonely mother. But little did he know that she's not human, and has put his life at risk.

Man, I want Kingdom Hearts: 358/2 Days game so bad.

* * *

**Re:Loneliness Never Fades Away**

_Day 1_

Somewhere at Twilight Town, a portal appears. And the figure came out is Axel.

_Man, what a day._ Axel thought. He wanders around a bit before he'll go to the Station Tower to meet up with Roxas and Xion. Well, there's nothing around here special happening . . . Until-

"Help!"

Axel heard a woman's voice, crying for help. He turned to look around, until far from the distance, he saw a woman, running from the Heartless. The woman, somewhere in her 30s, despite her young appearance, she has gray hair, tied in a bun, gray eyes, and wears some kind of Violet Kimono. Yet, the woman was cornered, no where to run, and the Heartless slowly approached to her, ready for their assault. The woman crouch down and close her eyes, and use her arms to cover her heard, hoping there's a miracle. Axel, saw what's going to happen. Yet, without a second thought, he charged, summoned his chakrams and throws them to the Heartless.

All the Heartless perished from his attack. He dismissed his weapon and approached to her.

"Hey, you okay?" he offer a hand.

The woman opens her eyes and lower her arms and faced him. She looks around ans saw that the creatures are gone. "Oh, yes." She took his hand and got up. "Thank you for saving me."

"No problem, I was just passing by."

She smiled at him "Is there anything I can repay for you?"

He scratch his back of his head. "Don't worry, you don't have to."

She gave him a kind smile then bows to him, "But still . . . Thank you." Then, she walks away. As Axel watched her walked away, he shook his head. Then, he walks off to the Station Tower.

* * *

Axel watched the Sunset from the tower, waiting.

"Hey." A voice was heard. He turned and saw that Roxas and Xion came. "Sorry we're late. That was some mission we got."

"It's okay." the two sat next to Axel and Xion brought three Sea-Salt Ice Creams for the three of them.

"Well, I heard that there's a week off coming soon."

". . . Yeah."

"Is something wrong, Axel?" Xion asked.

"Nothing. Just saving someone."

"Really? Who?" Roxas wondered.

"Just some lady."

"Is she your type?" Roxas teased.

"Oh, shut up." Then Roxas and Xion giggled.

"Did she know that you're . . . well . . . a Nobody?" Xion said, then Axel shok his head.

"Well, with all the mission behind," Roxas responds, "We can relax for a week."

". . . Yeah." Then the three watched the Sunset.

* * *

Somewhere in the castle, Axel was walking around a bit. Then, saw Saix passed by. As they passed by, Saix stopped.

". . . Were you seen?"

"Hmm?" Axel turned to Saix.

"Were you exposed?" Saix responds, "Did someone know you're a Nobody?"

Axel thought about the woman that he saved. But, she didn't see him attacking the Heartless, well he hopes. ". . . No, why?"

". . . I watch out if I were you." Then Saix walks away.

Axel stands there for a moment, wondering what he meant

* * *

_Day 2_

"Finally. A week off!" Roxas shouted. Now the three were relaxing in the lounge of Organization XIII Headquarters.

"So what are we going to do, now?" Xion asked.

"I don't know." Roxas said "What do you think we should do, Axel?" Axel, watching over the window, said nothing. "Axel?"

"Huh?"

"Something wrong?"

"Are you still thinking about that woman?" Roxas asked.

". . . Kinda." Then Axel got up.

"Huh? Where you going?" Xion asked.

"Nothing, I'm gonna get some fresh air." Axel summoned the portal. "Seeya."

* * *

Axel then arrives at Twilight Town. He put both his hands in his pocket, and then kept walking.

"So we meet again." Axel heard a voice then as he turned around, it was the woman from yesterday, carrying a small bouquet of white flowers and a really small bag of some kind of candy.

"Oh, It's you." Axel said.

"I never realized I see you again." She smiled, "How are you?"

"Um, I'm fine." He answered. "Thanks."

The woman approached to him and offers the bouquet and the bag. "I thought it could be a way to repay you from yesterday."

"Uh, it's okay. I told you that you don't have."

"But still, I really want to thank you."

Axel thought about it for a second, then with no choice, he accepts her gift. Axel look at the bouquet, filled with white anemones, white camelias, white lilies, and white roses. He's not really into flowers, he knows that Marluxia is into them, now Marluxia is . . . nevermind. But, Axel somehow, felt thankful for her gift.

"Anemone . . . Tsubaki . . . Shirayuri . . . Bara . . ." she whispered and smiled.

"Pardon?"

"Oh? Nothing. It's just that they're my favorite flowers. I hope you don't mind." she blushed.

"Don't worry, I don't mind." he then look at the small bag.

"I hope you like the Kompeito Sugar Candies." the woman said.

". . . thank you." Axel said. Then, the woman smiles.

Later, Axel and the woman went for a walk. "So, what do you work?"

"I . . . uh, work at a . . . uh . . . for security." Axel lied.

"My, that must be hard work for you."

_Phew, she bought it._ Axel thought in relief. "Well, yeah it is."

"But, you look so young." The woman said. "It must be tiring you."

". . . Yeah."

"Are you still working?"

"Well, I have a week off."

"Hmm,"

"What's wrong?" Axel asked.

"Well then. I was wondering if it's okay that you'd be willing to keep me company for awhile."

"Uh . . . Okay." Axel saw the woman smiled.

* * *

"You sure here is good?" he asked.

The woman nodded, "This is one of my favorite place."

At Sunset Hill, Axel and the woman sat on the bench. Axel bought some canned coffee for the both of them. Axel opens his can, then look at the woman, who looks down at the can. Then, he lends a hand.

"Let me help you with that." Axel said. The woman gave Axel the can and he opens it for her and gave it back. "Here."

"Thank you."

As Axel was about to drink the coffee, he look at the woman, who made a sad smile when she looks down at the coffee. "Did I give you the wrong one?" Axel asked.

"No." she answered, "I was just thinking how much I felt like having a canned coffee. Is that weird?"

"N-no, it's not weird at all . . ."

The woman giggled. "You kidder. I can tell by the look on your face." Then Axel started a light blush. Wait. Why is he blushing? The woman looks back at the can. "I was remembering the time I did with my son." The woman said, and Axel started to listen.

"On the way from school, we go for a walk, talk about his day, just a little side trip to wherever." Then she looks down and made a sad smile again. "However, he died so many years ago . . . he's my only child I have left . . . My only son."

Axel was surprised then looks down. "I'm sorry."

"But . . . if my son is still alive and when he grew up, I'd hope he would become a nice young man . . ." she looks at Axel and smiled, "Just like you."

_Me? Well, I'm not sure . . ._ He thought.

"Thank you for letting me talk about it." Then she put her hands on top of his.

"Don't say that." He shook his head.

"Then, you wouldn't mind if I come to see you again?" Axel blushed, then though about it, a few seconds later, he nodded.

"If it's okay with you . . ."

"Thank you . . ." She got up, "Good-bye." Then she walks away.

As Axel watches her leaves, he made a small smile.

* * *

In his bedroom, Axel was lying on his bed, arms behind his head. He stares at the ceiling, then look to the right where the flowers that the woman gave to him on the nightstand are (He snuck into the kitchen when no one was a around and get an old cup as a vase and some water for the flowers.). He look at the flowers for a minute, then looks out the window to his left, thinking about that woman again. But, why was he thinking about that woman? He doesn't know why. So he shook that thought away and went to sleep. Then, he made a slight cough.

* * *

In Namine's room, Namine was drawing something on her sketchbook. After Namine finished, she made a sad look the drawing. She pulls the paper she drew on it out of the sketchbook, and places it on the table. Then she kept on drawing on her sketchbook.

The paper she drew shows a woman, sitting on a bench, with her head was down. And behind her was some kind of black aura.

* * *

_Day 3_

"Wow, I kinda feel bad for her when she lost her son." Roxas said, as he took some of the Kompeito candies, the candies that the woman gave to Axel and he starts shared with them, and ate one of them._ Mm, man these taste good._

"I feel the same way for her." Xion said, who also ate one.

". . . Yeah." Axel said. Three are at the lounge again, relaxing at their week off again, eating the Kompeito, and the three starts to get fonded with these sugar candies.

"So, Axel." Roxas asked, "Are you going to see that woman again."

"Yeah, like you promised?" Xion added. Axel nodded his head.

"I think it's a good idea!" Roxas said proudly, "You should cheer her up for awhile. After all, things were fun when you're around."

"He's right . . ." Xion smile.

". . . thanks." Then the three finished the last pieces of the Kompeito. Then the two got up.

"We gotta go somewhere." Roxas said, "Seeya soon, Axel."

"Seeya."

Axel watched the two left, this leaves Axel alone in the lounge for a minute. He looks at the clock, to see what time it is. He got up and left, to see her again.

* * *

Hours past at Station Plaza, Axel and the woman were having some conversations, like how his day is, time with his friends, funny moments and stuff(he didn't tell her about Organization and Nobody secret stuff).

"You sure have some good friends." The woman smiled.

"Yeah."

"Well, I'm glad you have a good time with them." The woman looks at the clock. "My, it's getting late, isn't it? If you don't hurry home, your family will be worried about you."

Family . . .

"Oh . . . actually, I don't . . . have any family live with me. . ." he said.

"Oh, do your family live far away?"

"No. Actually . . . I don't . . . have any family." Then the woman was surprised about that then looks down.

"I'm sorry. I didn't know."

"Don't worry about it! I have some friends with me. I don't mind being alone without parents." Then the woman put her hands on top of his.

"With no one you love and care, like family or someone you love, around you, even though your friends are by you side; your loneliness remains inside . . . Loneliness never fades away." She said sadly.

Axel looks down and thought about it. The woman also looks down; "It happens to me before . . ." She said. Then, Axel gently gripped her hands.

* * *

_Day 4_

At Sunset Hill, the woman was sitting on the bench, waiting. Then she saw Axel approaches, carrying 2 Sea-Salt Ice creams. He gave her one. "If you don't mind, I thought I should buy some for you." The woman stares at the ice cream. "Uh, if you don't like Sea-Salt Ice Cream, I could by you another flavor . . ."

"No, that's not it . . . Sea-Salt Ice Cream . . ." the woman responded then smiled at Axel, "My son's favorite . . . Thank you." Then Axel smiled her back then sat next to her.

"So, you still off from work?" She asked.

"Yeah, but it's good, that's all."

"I see. But if you have some other things you'd rather do, don't let me keep you . . . You'd rather be with your friends, right?"

"Yeah, but don't worry about. Hey, maybe tomorrow I'll bring my friends with me to meet you. And beside, I enjoy our time together."

"I enjoy it, too." Then she licks her ice cream, and then smiled. "It's delicious"

"I'm glad you like. Even though they're salty, but it gets a little sweet, it took me awile to get used to it. And it's also Roxas' favorite. If you want some more, just say so. And I'll get it for you." Axel said.

Then the woman looks down, and then looks at him back. "Don't push yourself too hard . . ." Again, she placed her hands on his.

* * *

In Namine's room, Namine down at her sketchbook.

Riku/Ansem, still hooded, came in.

"Is something wrong, Namine?"

". . . nothing."

". . . I see. I'll come back later." Then, he left.

As Namine watched Riku/Ansem left; she looks back at the drawing of her sketchbook she drew today. It shows Axel and the woman, looking each other, sitting on the bench. The woman's hands were on top of his. But, there was a black aura behind her. And the tendrils of that black aura started to surround Axel.

* * *

_Day 5_

Now Axel brought Roxas and Xion to meet the woman.

Yet, he kinda heard the woman whispered something like "Xion . . . Shion . . . Aster tataricus . . . what a beautiful name . . ." when she meet Xion and heard her name. But, he dismiss that thought.

Everything went great for them. They have talk in Sunset Hill, went for a walk, buy ice cream, went around to the Market Street and Station Plaza, and the view from Clock Tower, the woman loves the view.

Times passed, it's time for them to leave. They all wave and said good-bye to the woman. The woman did the same. As she watched them left, she then made a worried and a sad look. On the look on her face, there was guilt. Regret. As if she have doing something wrong.

She looks back at them when they left, and then walks away.

* * *

_Day 6_

Roxas and Xion were in the kitchen, eating breakfast. Then, Axel came in, look so exhausted and almost sick. Something's wrong here. Last night, when Roxas was about to go to sleep, his room was next to Axel's, he heard Axel coughing constantly that night. He doesn't know why. Axel reaches the cabinet to take the cough medicine. Even though he takes it, he's still coughing.

"Are you okay?" Xion asked.

"Yeah." Axel coughed.

"You don't sound like you are." Roxas said.

"I'm fine. Really." Axel said while drinking a glass of water.

"Maybe you should stay in bed." Xion said "Otherwise, you'll make it worse."

"No, not now. I have to see her. I promised her." he coughs again.

"We're just trying to help." Roxas said.

"I got to go." Axel was about to leave.

"Axel!" Roxas shouted. Then, Axel left.

Xion look downs. ". . . Don't push yourself too hard . . ."

* * *

At Station Plaza, the woman sitting on the stairs, waiting for Axel. "Sorry, I'm late." She heard and saw Axel came and waves. Axel waves back, suddenly, he stops as he cough.

"Axel." She got up and runs to him, and helps him stand up. "What's wrong? Are you okay?"

"I just feel a little faint, that's all."

"That's not good!" She leads him to the stairs to sit down. "You should've stay home to rest."

"I can't leave you waiting for me . . ."

The woman sits down. "I'm sorry. You keep going to extremes just for my sake . . ."

"No I'm not! I'm here because I want to!" He then coughs again. Then he got up. "Let's go for a walk."

"No! Please, sit down. You make it more worse." Axel has no choice but to listen to her. Then the woman pressed her hand on his forehead to check if there's a fever. Axel made a light blush. "You don't have a fever." Then she put her hand on the base of his neck so she could check if he's breathing well. "Tried to inhale and exhale."

Bad idea . . .

Axel made no choice, but he did. Then, the woman was shocked. She pulled her hand away from his neck and look at her hand. "No . . . heartbeat?"

Axel looks down ". . . I'm sorry . . . that I lied to you." Axel apologized. "I'm . . . I'm a Nobody."

"Nobody?"

". . . A being . . . without a heart . . . without emotions . . . I'm made out of . . . nothing . . . I'm sorry." Then, the woman slowly wraped her arms around him, which made Axel blush lightly.

"It doesn't matter who you are." She said, "Heart or no heart, you're the most kindest young person I ever met . . . And I'll always forgive you." Axel was surprised of what she said and did. He thought she's gonna run away or something. But instead, she forgives him. Then Axel slowly embraced her back. Few seconds later, they pulled away the embrace.

"You should go home now."

"I'm fine . . ." Axel coughs again.

She place her hand on his cheek. "Please . . ." she said in a worried way.

". . . Okay . . ." he got up and left.

As he left, the woman sat down on the stairs, lower her head with doubt. "What have I done," she said to herself, "This is all my fault."

Little did she know that a spy hiding in the tunnel near the Station was Saix, who saw and heard everything what happen today when Axel came and left. Saix shook his head; that Axel made a big mistake: revealing to her who he is; then summon the portal and leaves.

* * *

Roxas and Xion were in the lounge, worried, and then Axel came back.

"Axel!" the two said.

"Are you okay?" Xion questioned.

"I'm fine . . ." Axel started to cough again and cover his mouth with his gloved hand.

"You're pathetic." Axel turned and it was Saix.

"What do you want?" Axel coughs.

". . . Do you know why you coughing?"

"Well, what?" Then he coughs uncontrollably.

"Axel?" Roxas asked.

Saix glared at Axel. ". . . Because of that woman . . ." Axel stops his coughing than looks at his hand, that he covered with his mouth when he's coughing, in shock . . .

. . . Blood . . .

". . . You didn't even know that she's not human . . . ?" Saix continued.

Axel was shocked when he saw blood on his hand, until everything went black.

* * *

_Day 7_

_Axel started to realize that he's unconcious, yet, he started to experience these dreams. Possibly, the memories of that woman he always met._

_The first part was at the clininc, and show the woman, in her hospital bed, cradling her baby son in her arms, smiling. She was happy that she became a mother._

_The second part was at Sunset Hill, where the mother was a few feet away from her infant, with her hands clapping slowly. Her son, possibly one years old, started walking slowly to his mother. As he starts to get closer, she opens and extend her arms. As he finally made it, she hugs him, congradulating him, and smiles._

_The third at Twilight Town's Summer Festival. A young boy, possibly 3 years old, wearing a kimono, eating Sea-Salt Ice Cream, and holding his mother's hand, the same woman that Axel always met, while walking with her. Later they watch the fireworks. The boy was amazed by this event. He look at the fireworks with joy, then to his mother, who look down at him, smiling at him._

_The forth part was at her house again and a snowy weather came. The boy was in bed. Yet, he looks ill. The worrying mother, checked his fever, and was shocked. She starts to shed tears, trying to comfort him. As she got her coat was about to leave, she look at her son. Saying to him that she'll come back sooner. She then close the door._

_The fifth part was somewhere in town, few hours later, and snow kept falling, somewhat stronger. The mother carrying a bag full of medicines. As she approached to her house, she went shock. That she saw her son, or his body, outside of the house, lying on the cold snowy ground. She realized that he's been standing out of the snow, waiting for his mother to come home. The woman dropped her bags and ran to him. She picked him up and tries to wake him up. But, nothing. As she check his pulse, her eyes widen with shock. Tears start to flood in her eyes, then she wails to the sky._

_The sixth part is at the clinic again. The mother was waiting outside the room where her son is in, praying. When one of the doctors came out, she stands up and approach to him, waiting for the news. The doctor look sadden and lower his head, apologizing. they tried their best to bring him back, but they failed. The mother was shocked when she heard that tragic news, then she dropped to her knees, sobbing and wailing. One of the doctors tried to comfort her, but the guilt and her pain never healed, and she never stops._

_The seventh and the last part was at Sunset Hill again. The mother, with her face and also her hear were filled with sadness, guilt, despair, emptiness, depression, and loneliness. Yet, she was standing outside of the wooden handrails of the hill. Still clinging on them from behind. She look at the Sunset, then the far ground below her. She made a most difficult choice, but she believe that she deserve this "punishment". She doesn't deserve to have another child. She doesn't deserve to be a mother. She doesn't deserve a happy life. She looked up at the sky and closed her eyes, then let go of the wooden handrails and starts to step foward, soon she fell off the hill. Now, she falls to the far ground below her. Falling . . . to her Death._

_Axel has experience this woman's memories from her happiness with her son . . . to the tragic moment that leads to the end of her son's life . . . and her life aw well._

* * *

Axel starts wake up from that dream. Was that woman really . . . dead? Who is she now? Yet, he felt sadden when he saw through her memories in his dream. I guess that her loneliness still remains within her, ever since her son's death. But, is she dead already? Is she some kind of spirit . . . or something else?

But at the time when he's fully awake, he realized that he was in his bedroom, lying in bed. He look at his right and saw Roxas and Xion, each sitting on chairs, worried. "What happened?" Axel rubbed his eyes.

"You passed out yesterday!" Roxas shouted. "You didn't wake up until now."

"Huh?"

"It's because of that woman you met." Axel heard Saix and looked at his left, where Saix was facing to the window.

"What do you mean? She . . . she didn't hurt me or anything."

"That woman's not human." Saix responded, this leaves everyone in the room shocked.

". . . What?"

"She's nothing but a lingering spirit, or from what some people call these "things" like her . . . a Demon . . . and being with a demon like her . . . can cause side effects to the victims."

"So, how come we didn't get sick?" Roxas asked.

"Because, you only met her in one day. More than a day will cause." Saix explained. "Axel only met her for 6 days, if he meets her today, the 7th day . . . Axel will fade away to nothingness." Everyone was surprised.

"So how are we going to prevent him from fading?" Xion asked.

"Easy . . . don't meet her before midnight. Although, it'll be better for Axel to fade away, for making that mistake yesterday."

"Hey don't say that to our friend like that!" Roxas exclaimed.

"Yesterday?" Axel responds.

"You really think you two were alone yesterday." Saix said, "I was there. And I saw what happen when you told her that you're a Nobody."

"Please. Don't hurt her."

"It doesn't matter. We're going to destroy her."

"What?!" Axel was shocked. "You can't do this to her!"

Saix turned to Axel, glaring at him. "It's your fault that you told her that you're a Nobody. But, did you tell her that we're organization to take hearts few days ago, or sometime ago? Face it, anyone who knows about our secret, must be destroyed."

"I didn't tell her all of that!" Axel coughs again.

"Today's the day we destroy her. It's the only way to keep our plan a secret."

"You can't do this! It's not her fault!"

"It's both your fault." Then Saix left. Axel punched the wall angrily. Then he summoned the portal.

"Axel?" Roxas wondered.

"I have to go warn her."

"But, Axel-" then Axel left.

* * *

Axel arrives at Sunset Hill, the woman wasn't there. _Damn! Don't tell me they found her already._

"Axel?" He turned and saw the woman, who looked worried.

_Good. She's safe . . . for now . . . _

"Why are you here?"

"I have to warn you. Listen, I know this is crazy. But you have to get out of Twilight Town. Those groups of people are gonna destroy you because they think I reveal their secret and-" he coughs again.

The woman looks down and sadly looks back at Axel. "Axel . . . I can't leave . . . My soul refuse to leave . . . and you shouldn't be here right now." Axel was confused.

"Ever since my son died, I felt so lonely that I ended my life, hoping the pain and the loneliness will go away." the woman continued, "But when I'm stuck between the Living and the Dead, it went worse, the pain and the loneliness never fades away, but still remains inside of me."

Axel said nothing.

"I'm glad that we've met . . . I'm glad that we have a wonderful time together . . . but . . . I deserve to be destroyed so I won't hurt any others."

"What are you saying?" he coughs. The woman looks at him, sadly, then starts to back away.

"Axel . . . I think it'll be better . . . that we don't see each other again . . . for your sake."

"But . . ." then she turned away.

"I'm sorry." Axel saw a tear fell down her cheek. The woman quickly walked away.

"Wait!" Axel tried to catch up with her, but he was stop by his coughs. When look forward, she's gone.

* * *

Axel was in his room again with Roxas and Xion. Xemnas order them to remain in the castle until they find that woman and destroy her. Now it was 11: 45 PM. Axel was thinking about the woman, and what is she doing right now. Probably still in Twilight Town, alone, waiting for Xemnas and the others to destroy her.

And he doesn't know what he's feeling right now. Nobodies aren't meant to feel emotions, yet he felt . . . sadness. He felt that something within left him like his Heart and made him feel empty, lonely. Deep inside of him, he doesn't want to stay here to wait for her to be destroyed. Yet, he doesn't want her to be destroyed. He couldn't take it. He got up and summoned the portal.

"Axel, what are you doing?" Roxas asked.

"I'm gonna find her."

"But Xemnas order-"

"I don't care about his order."

"But you're putting yourself in grave danger." Xion said. "You might disappear . . ."

". . . I don't care, just stay here, okay." Then Axel left.

"What are going to do?" Xion said.

"I don't know?" Roxas exclaimed.

"So . . ." the two turned and saw Saix at the door. "Where is Axel going?"

* * *

Axel arrives at the Station Plaza, he saw the woman, sitting on the stairs of the station. The woman looked up and saw Axel.

" . . . Axel . . ." she responded sadly.

"Sorry, I'm late." He sat besides her. He was exhausted, trying to catch his breath, and then starts coughing again.

The woman looks down. ". . . I knew its going to happen." The woman responds sadly, "I knew the more we meet each other, the more you suffer . . . It's all my fault."

". . . I know that already." Axel said, almost losing his breath.

"Then why?! You know that you're going to die, so why did you came back?!"

". . . I don't want you to feel lonely . . . and I don't want to feel lonely, as well." The woman was surprised to hear that. Then, Axel coughs again, this time its worse. Axel dropped to his knees and kept on coughing. The woman look down at Axel, it almost look like she was about to cry. Then, she got down and was about to place her hand on Axel's shoulder to help him. Until . . .

"There you are . . ."

The two looked up and Xemnas and the others came. _No!_ Axel shouted in his mind. Axel saw Saix gripped Xion's arm and carrying the beaten up Roxas.

". . . I'm sorry Axel . . ." Xion and Roxas apologize.

"Just as I thought." Saix responds, "You're not human." In Xemnas, Saix, and the other members' vision, they saw a sad woman, transparent as a ghost, with black aura surrounding her. Xemnas starts to gather some energy in his palm.

"Leave her alone! You can't do this to her!" Axel shouted.

"Step away from that demon, number eight." Xemnas ordered.

"Don't do it!" Xemnas finally collected enough energy to strike her. Axel moved in front of her to block the attack, using himself as a shield. "STOP IT!" Xemnas then shoot his energy of nothingness from his palm toward them.

"AXEL!" Roxas and Xion shouted.

Axel tried to summon his power, but he was too weak to do it. "Forgive me . . ." Axel heard the woman's voice and he saw her got up. He thought she's going to escape. Except, she went in front of Axel to use herself as the shield. Then, Xemnas's power strike through her, which made her body transparent, fading.

". . . Why?" Axel said, in shock. The woman turned to him.

_I was wrong . . . Loneliness 'can' fade away . . ._ the woman gave him a kind smile. _Thank you, Axel . . . Because of you, my loneliness has finally faded away._ She placed her hand on Axel cheek. The woman becomes more transparent and half of her lower body started to disappear. _It's not your time for you to fade away . . . you still have your friends by your side . . . and your friends never want to lose you . . . and you should earn another chance . . . to exist a little longer. . ._ then, she put her hand on his hand for their fingers to intertwined.

_Even though we known each other for a short time . . . you were like . . . another son to me . . . I never felt so happy ever since I met you . . . Ever since I exist between the Living and the Dead, young people like you cared about me to soothe my loneliness . . . then they start to suffer . . . But once they know the truth . . . they ran away from me . . . on the seventh day . . . for their lives andtheir saftey . . . I don't blame them . . . I know they made the choice for themselves . . . _

Axel was silent.

_But you, Axel, you came back . . . this was the first time that anyone did that for me . . . even if you put your own life and your existence at risk . . . yet, you came back . . . and my loneliness is finally gone . . . Thank you . . ._

The woman smiled at him _. . . I'm glad that I was able to meet you . . . before the end . . . and I hope someday . . . you will find your Heart again . . . andI know your loneliness will fade away . . . or maybe it already did . . ._ Then she let go of his hand and she started to fade away. _. . . Now, thanks to you . . . I can finally see my son again . . . Thank you for being with me . . . one last time . . . Take care, Axel . . . and farewell . . . _Tears of sadness to tears of joys, streamed down on her cheeks, and then she disappeared into a mist.

Axel tried to grasp that mist, like trying to hold her hands again, but the mist disappear into thin air. Axel looked up where she disappeared, then looked down, and felt that he shed tears. His gloved hand caught that tear, and he looks the finger where the tear soaked in. Does he just feel . . . sadness? He tighten his fists and grit his teeth.

". . . Why . . ." he responds and looked at them angrily. "Why do you have to do this to her?!"

". . . I gave them my order . . . and to keep out plans a secret." Xemnas said. Axel started to get light-headed, and passed out.

* * *

_Few Days later . . ._

Axel woke up the next day after the incident, finally recovered. Now the three are at the Station Tower, eating ice-cream, and watching the sunset.

Yet, he kept thinking about that woman. So what if she's not human. He doesn't have a heart, yet he felt these emotions not just with Roxas or Xion, but with Her as well. He really miss her now. He starts remembering the times when he's with her. Talking with each other, her comfort, her care, almost everything. She was like another mother to him. He hardly remembers if he have any parents. He believed they passed away a long time ago. That's what he thoughts. But when he was with her, it's like he missed out the times of being with a mother. It was comforting, calm, and he liked it. Now that she's gone, he starts to miss her.

He wonder if he'll ever see her again, even in the next life. He hope that she'll see her son again. He's sure that she will. and possibly, he's sure that he'll see her again.

"Axel?" someone asked. He turned to see Roxas and Xion. "Are you okay?" Xion asked.

He turned to the Sunset, and nods.

"You really missed her, don'tcha?" Roxas asked.

Another nod.

"We know how you feel. And we're here for you."

Axel look at the two again. "Thanks."

". . . Hey, you wanna walk around?"

". . . yeah."

The three wandered around in Twilight Town for a bit. While they walk aroud, they bought something from the flower shop and the candy store. Then they came to the last place: Sunset Hill. One of the place when Axel was with her. He'll never forget those times he had with her.

Axel; carrying the small bouquet of her favorite white flowers, white anemones, white camelias, white lilies, and white roses, and a small bag of Kompeito; approached near the bench where they sit together, and also near that spot where she commited suicide a long time ago. He set the bouquet and the small bag of Kompeito on the bench . . . for her, they're gifts . . . for her . . . in the afterlife.

The three turned to leave, returning to the World that Never Was. Until-

_Axel . . . thank you . . ._

The three heard a voice. A familiar voice. Could it be? They turned around to see who it is and it was . . .

. . . Her . . .

Yet, she looks a little bit different, that she was transparent and was wearing a Snow White Kimono. She was facing away for awhile, picking up the bouquet of flowers and the bag; then turns to them, look at them, then gives them a beautiful, kind smile.

Xion was surprised "Is that . . . ?"

"No way. . ." Roxas whispered.

Axel was speechless. It was her, it was really her. He thought she's was gone forever or something. But she was here. She's really her.

_Mommy?_

The three heard another voice behind them. A voice of a young boy. Then, they turned to see a transparent young boy, possibly 5 years old, has brown eyes and brown hair, wearing a white kimono and a blue hakama. The boy's face was surprised and he saw the woman. _. . . Mommy . . ._

They heard a gasp from the mother, and turned to her. Her hands covered her mouth, surprided, speechless, and tears flooded her eyes. Then, she lower her hands, showing a small smile, sheding tears, and starts to speak.

_. . . Yes . . ._ she choked a bit, trying to held back her tears . . . _it's me . . ._

He started to smile, and tears flooded his eyes as well. _MOMMY!_ The boy ran pass the three to his long lost mother.

The mother dropped to her knees and open her arms. Then, the two embraced each other.

_MOMMY! MOMMY! _The boy hugged her tighter.

_I'm here . . . I'm here . . . _She comfort him, while crying with tears of joy.

Roxas smiled for the two. Xion almost tear a bit when she saw this touching moment. Axel, watched them, then started to smile.

The young boy looks back at Axel and smiles . . . _Thank you for taking care of my mommy . . ._

". . . No problem." Axel said.

The mother and the boy started to glow, knowing it's time for them to go. The mother look toward to Axel, with some tears in her eyes, and smiles. . . . _Thank you for everything . . . Axel . . . Thank you . . . _

"Sure" Axel smiled, "Take care."

The woman nodded and gave him her last smile to him . . . _You too . . . No matter what . . . I will always remember you . . . for eveything you've done for me . . ._ Then, the mother and her son embrace each other again, along with the small bouquet and the bag, and they both shine with such radiance. Now, the mother and her son are gone, that they finally crossed over.

Axel look at the spot where the two were and disappeared. He somehow felt glad for them. And also, he felt glad that he was able to see her, one last time.

Roxas and Xion approached next to Axel, and he looks at the two and smiled. Then, looks up at the sky. That no matter what happens, he always have his friends by his side. And knows that his loneliness is fading away.

"Come on, let's go." Axel said. Roxas and Xion nodded, and they summon the portal, returning to The World that Never Was. As the two enter, Axel stops before it. He look back at the place where the spirits were, and smiled. The same thing he do just like what she said to him before she and her son left, he will always remember her. Then, he enter the portal.

* * *

Namine was in her room, finishing her drawing in her sketchbook. Then, she heard Riku/Ansem came in.

"Namine, DiZ is calling us. You coming?"

"Yes." Namine put her sketchbook down on the table. She was about to leave the room, but before she close the door, she looked back at her sketchbook and smiled. As she close the door, the drawing of her sketchbook shows Axel, with Roxas and Xion behind them, looking down at someone, smiling. And the person who he's looking down was the woman, the lonely mother, who was embracing a young boy, her son.

Now, their suffering and their loneliness of their tradgedy has ended and were washed away.

At last, the spirits of the mother and her son are reunited, and together again, in the afterlife, and their next life. May they rest in peace.

**Fin**

* * *

That's the remade version of Loneliness Never Fades Away!

Yes, I kinda change the ending. Let's just say that the original Loneliness Never Fades Away holds the Bad, Sad, or Normal Ending (That Axel forgets her.). But with this Re:Loneliness Never Fades Away, this carries the Good, Better, or Perfect Ending (That Axel never forgets her and was able to see her and her son one last time.). Like What they did on Fatal Frame series Ending.

What the woman said about the flower in Day 2 is in flower language, or Hanakotoba in Japanese. And what she said is:

-Anemone (white anemone): Sincere

-Tsubaki (white camellia): Waiting

-Shirayuri (white lily): Purity

-Bara (white rose): Innocence

And these flowers kinda have symbolize her feelings and personalities.

And that part in Day 5 when she heard Xion's name since I found in KH wiki that the Japanese name for Xion, Shion, is also part of Hanakotoba:

-Shion _(Aster tataricus)_: Remeberance

Oh, and Kompeito are Japanese Sugar Candies if you don't know.

xxxHolic chapter 65 to 71 and episode 22 and 23 are one of the most tragic touching parts I ever watch and read. and I hope you read or watch that chapter/episode.

I thank those readers/reviewers on my orginal Loneliness Never Fades Away fanfic, for enjoying my well-written fanfic of this. With that, it kinda inspired me to do the remake of it. And with the whole Kingdom Hearts 358/2 Days and those reviews. I made this. I'm not sure that I made this good enough, but hey, I tried my best.

I'll be looking forward for some reviews on Re:Loneliness Never Fades Away


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